Delaware
|
|
76-0146568
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of Class
|
|
Number of Shares Outstanding
|
Common Stock, par value $0.10 per share
|
|
502,705,709
|
|
|
|
|
Page
|
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|
|
|
Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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||
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Item 1A.
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||
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Item 2.
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||
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Item 6.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions except per-share amounts
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues and Other
|
|
|
|
|
|
|
|
|
||||||||
Natural-gas sales
|
|
$
|
935
|
|
|
$
|
496
|
|
|
$
|
1,742
|
|
|
$
|
1,069
|
|
Oil and condensate sales
|
|
1,995
|
|
|
2,222
|
|
|
4,372
|
|
|
4,466
|
|
||||
Natural-gas liquids sales
|
|
261
|
|
|
282
|
|
|
564
|
|
|
624
|
|
||||
Gathering, processing, and marketing sales
|
|
249
|
|
|
200
|
|
|
480
|
|
|
453
|
|
||||
Gains (losses) on divestitures and other, net
|
|
57
|
|
|
22
|
|
|
232
|
|
|
57
|
|
||||
Total
|
|
3,497
|
|
|
3,222
|
|
|
7,390
|
|
|
6,669
|
|
||||
Costs and Expenses
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas operating
|
|
245
|
|
|
249
|
|
|
492
|
|
|
491
|
|
||||
Oil and gas transportation and other
|
|
253
|
|
|
223
|
|
|
508
|
|
|
463
|
|
||||
Exploration
|
|
178
|
|
|
1,121
|
|
|
442
|
|
|
1,365
|
|
||||
Gathering, processing, and marketing
|
|
222
|
|
|
178
|
|
|
421
|
|
|
367
|
|
||||
General and administrative
|
|
260
|
|
|
262
|
|
|
532
|
|
|
531
|
|
||||
Depreciation, depletion, and amortization
|
|
940
|
|
|
1,027
|
|
|
1,962
|
|
|
1,957
|
|
||||
Other taxes
|
|
245
|
|
|
326
|
|
|
525
|
|
|
703
|
|
||||
Impairments
|
|
10
|
|
|
112
|
|
|
39
|
|
|
162
|
|
||||
Algeria exceptional profits tax settlement
|
|
—
|
|
|
—
|
|
|
33
|
|
|
(1,804
|
)
|
||||
Deepwater Horizon settlement and related costs
|
|
4
|
|
|
3
|
|
|
7
|
|
|
11
|
|
||||
Total
|
|
2,357
|
|
|
3,501
|
|
|
4,961
|
|
|
4,246
|
|
||||
Operating Income (Loss)
|
|
1,140
|
|
|
(279
|
)
|
|
2,429
|
|
|
2,423
|
|
||||
Other (Income) Expense
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
172
|
|
|
190
|
|
|
336
|
|
|
376
|
|
||||
(Gains) losses on derivatives, net
|
|
(656
|
)
|
|
(44
|
)
|
|
(465
|
)
|
|
(328
|
)
|
||||
Other (income) expense, net
|
|
98
|
|
|
(519
|
)
|
|
92
|
|
|
(254
|
)
|
||||
Total
|
|
(386
|
)
|
|
(373
|
)
|
|
(37
|
)
|
|
(206
|
)
|
||||
Income (Loss) Before Income Taxes
|
|
1,526
|
|
|
94
|
|
|
2,466
|
|
|
2,629
|
|
||||
Income tax expense (benefit)
|
|
567
|
|
|
164
|
|
|
1,023
|
|
|
516
|
|
||||
Net Income (Loss)
|
|
959
|
|
|
(70
|
)
|
|
1,443
|
|
|
2,113
|
|
||||
Net income attributable to noncontrolling interests
|
|
30
|
|
|
19
|
|
|
54
|
|
|
46
|
|
||||
Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
929
|
|
|
$
|
(89
|
)
|
|
$
|
1,389
|
|
|
$
|
2,067
|
|
|
|
|
|
|
|
|
|
|
||||||||
Per Common Share
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders—basic
|
|
$
|
1.84
|
|
|
$
|
(0.18
|
)
|
|
$
|
2.75
|
|
|
$
|
4.11
|
|
Net income (loss) attributable to common stockholders—diluted
|
|
$
|
1.83
|
|
|
$
|
(0.18
|
)
|
|
$
|
2.74
|
|
|
$
|
4.10
|
|
Average Number of Common Shares Outstanding—Basic
|
|
502
|
|
|
500
|
|
|
501
|
|
|
499
|
|
||||
Average Number of Common Shares Outstanding—Diluted
|
|
504
|
|
|
500
|
|
|
504
|
|
|
501
|
|
||||
Dividends (per Common Share)
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net Income (Loss)
|
|
$
|
959
|
|
|
$
|
(70
|
)
|
|
$
|
1,443
|
|
|
$
|
2,113
|
|
Other Comprehensive Income (Loss), net of taxes
|
|
|
|
|
|
|
|
|
||||||||
Reclassification of previously deferred derivative losses to
(gains) losses on derivatives, net
(1)
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
||||
Adjustments for pension and other postretirement plans
|
|
|
|
|
|
|
|
|
||||||||
Amortization of net actuarial (gain) loss to general and
administrative expense
(2)
|
|
19
|
|
|
14
|
|
|
38
|
|
|
29
|
|
||||
Amortization of net prior service (credit) cost to general and
administrative expense
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total adjustments for pension and other postretirement plans
|
|
19
|
|
|
15
|
|
|
38
|
|
|
30
|
|
||||
Total
|
|
20
|
|
|
17
|
|
|
41
|
|
|
34
|
|
||||
Comprehensive Income (Loss)
|
|
979
|
|
|
(53
|
)
|
|
1,484
|
|
|
2,147
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
|
30
|
|
|
19
|
|
|
54
|
|
|
46
|
|
||||
Comprehensive Income (Loss) Attributable to
Common Stockholders
|
|
$
|
949
|
|
|
$
|
(72
|
)
|
|
$
|
1,430
|
|
|
$
|
2,101
|
|
(1)
|
Net of income tax benefit (expense) of
$(1) million
for the three months ended
June 30, 2013
, $
(1) million
for the three months ended
June 30, 2012
,
$(2) million
for the
six
months ended
June 30, 2013
, and $
(2) million
for the
six
months ended
June 30, 2012
.
|
(2)
|
Net of income tax benefit (expense) of
$(11) million
for the three months ended
June 30, 2013
, $
(9) million
for the three months ended
June 30, 2012
,
$(21) million
for the
six
months ended
June 30, 2013
, and $
(17) million
for the
six
months ended
June 30, 2012
.
|
|
|
June 30,
|
|
December 31,
|
||||
millions
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
4,581
|
|
|
$
|
2,471
|
|
Accounts receivable (net of allowance of $5 million and $7 million)
|
|
|
|
|
||||
Customers
|
|
1,302
|
|
|
1,473
|
|
||
Others
|
|
1,254
|
|
|
1,274
|
|
||
Algeria exceptional profits tax settlement
|
|
32
|
|
|
730
|
|
||
Other current assets
|
|
730
|
|
|
847
|
|
||
Total
|
|
7,899
|
|
|
6,795
|
|
||
Properties and Equipment
|
|
|
|
|
||||
Cost
|
|
66,975
|
|
|
63,598
|
|
||
Less accumulated depreciation, depletion, and amortization
|
|
27,144
|
|
|
25,200
|
|
||
Net properties and equipment
|
|
39,831
|
|
|
38,398
|
|
||
Other Assets
|
|
1,893
|
|
|
1,716
|
|
||
Goodwill and Other Intangible Assets
|
|
5,677
|
|
|
5,680
|
|
||
Total Assets
|
|
$
|
55,300
|
|
|
$
|
52,589
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
3,286
|
|
|
$
|
2,989
|
|
Current asset retirement obligations
|
|
285
|
|
|
298
|
|
||
Accrued expenses
|
|
1,442
|
|
|
707
|
|
||
Total
|
|
5,013
|
|
|
3,994
|
|
||
Long-term Debt
|
|
13,538
|
|
|
13,269
|
|
||
Other Long-term Liabilities
|
|
|
|
|
||||
Deferred income taxes
|
|
9,378
|
|
|
8,759
|
|
||
Asset retirement obligations
|
|
1,630
|
|
|
1,587
|
|
||
Other
|
|
2,032
|
|
|
3,098
|
|
||
Total
|
|
13,040
|
|
|
13,444
|
|
||
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
||||
Common stock, par value $0.10 per share
(1.0 billion shares authorized, 521.2 million and 518.6 million shares issued) |
|
52
|
|
|
51
|
|
||
Paid-in capital
|
|
8,481
|
|
|
8,230
|
|
||
Retained earnings
|
|
15,126
|
|
|
13,829
|
|
||
Treasury stock (18.5 million and 18.1 million shares)
|
|
(871
|
)
|
|
(841
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(599
|
)
|
|
(640
|
)
|
||
Total Stockholders’ Equity
|
|
22,189
|
|
|
20,629
|
|
||
Noncontrolling interests
|
|
1,520
|
|
|
1,253
|
|
||
Total Equity
|
|
23,709
|
|
|
21,882
|
|
||
Total Liabilities and Equity
|
|
$
|
55,300
|
|
|
$
|
52,589
|
|
|
|
Total Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
||||||||||||||
millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2012
|
|
$
|
51
|
|
|
$
|
8,230
|
|
|
$
|
13,829
|
|
|
$
|
(841
|
)
|
|
$
|
(640
|
)
|
|
$
|
1,253
|
|
|
$
|
21,882
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
1,389
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
1,443
|
|
|||||||
Common stock issued
|
|
1
|
|
|
166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|||||||
Dividends—common
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||||||
Subsidiary equity transactions
(1)
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
280
|
|
|
365
|
|
|||||||
Distributions to noncontrolling
interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
(68
|
)
|
|||||||
Contributions from noncontrolling
interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Reclassification of previously
deferred derivative losses to
(gains) losses on derivatives, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||||
Adjustments for pension and other
postretirement plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
38
|
|
|||||||
Balance at June 30, 2013
|
|
$
|
52
|
|
|
$
|
8,481
|
|
|
$
|
15,126
|
|
|
$
|
(871
|
)
|
|
$
|
(599
|
)
|
|
$
|
1,520
|
|
|
$
|
23,709
|
|
(1)
|
The $
85 million
increase
to paid-in capital, together with the Company’s net income (loss) attributable to common stockholders totaled $
1,474 million
for the
six
months ended
June 30, 2013
.
|
|
|
Six Months Ended
June 30, |
||||||
millions
|
|
2013
|
|
2012
|
||||
Cash Flows from Operating Activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
1,443
|
|
|
$
|
2,113
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
||||
Depreciation, depletion, and amortization
|
|
1,962
|
|
|
1,957
|
|
||
Deferred income taxes
|
|
563
|
|
|
143
|
|
||
Dry hole expense and impairments of unproved properties
|
|
263
|
|
|
1,187
|
|
||
Impairments
|
|
39
|
|
|
162
|
|
||
(Gains) losses on divestitures, net
|
|
(157
|
)
|
|
29
|
|
||
Unrealized (gains) losses on derivatives, net
|
|
(395
|
)
|
|
83
|
|
||
Other
|
|
121
|
|
|
120
|
|
||
Changes in assets and liabilities
|
|
|
|
|
||||
Deepwater Horizon settlement and related costs
|
|
1
|
|
|
24
|
|
||
Algeria exceptional profits tax settlement
|
|
698
|
|
|
(1,691
|
)
|
||
Tronox-related contingent loss
|
|
—
|
|
|
(250
|
)
|
||
(Increase) decrease in accounts receivable
|
|
257
|
|
|
351
|
|
||
Increase (decrease) in accounts payable and accrued expenses
|
|
221
|
|
|
(486
|
)
|
||
Other items—net
|
|
(11
|
)
|
|
148
|
|
||
Net cash provided by (used in) operating activities
|
|
5,005
|
|
|
3,890
|
|
||
Cash Flows from Investing Activities
|
|
|
|
|
||||
Additions to properties and equipment and dry hole costs
|
|
(3,531
|
)
|
|
(3,553
|
)
|
||
Acquisition of midstream business
|
|
(135
|
)
|
|
—
|
|
||
Divestitures of properties and equipment and other assets
|
|
418
|
|
|
258
|
|
||
Other—net
|
|
(341
|
)
|
|
(112
|
)
|
||
Net cash provided by (used in) investing activities
|
|
(3,589
|
)
|
|
(3,407
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
|
||||
Borrowings, net of issuance costs
|
|
495
|
|
|
886
|
|
||
Repayments of debt
|
|
(245
|
)
|
|
(1,305
|
)
|
||
Increase (decrease) in outstanding checks
|
|
145
|
|
|
(39
|
)
|
||
Dividends paid
|
|
(92
|
)
|
|
(91
|
)
|
||
Repurchase of common stock
|
|
(30
|
)
|
|
(23
|
)
|
||
Issuance of common stock, including tax benefit on stock option exercises
|
|
95
|
|
|
38
|
|
||
Sale of subsidiary units
|
|
415
|
|
|
212
|
|
||
Distributions to noncontrolling interest owners
|
|
(68
|
)
|
|
(52
|
)
|
||
Contributions from noncontrolling interest owners
|
|
1
|
|
|
11
|
|
||
Net cash provided by (used in) financing activities
|
|
716
|
|
|
(363
|
)
|
||
Effect of Exchange Rate Changes on Cash
|
|
(22
|
)
|
|
(23
|
)
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
2,110
|
|
|
97
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
|
2,471
|
|
|
2,697
|
|
||
Cash and Cash Equivalents at End of Period
|
|
$
|
4,581
|
|
|
$
|
2,794
|
|
|
June 30,
|
|
December 31,
|
||||
millions
|
2013
|
|
2012
|
||||
Crude oil
|
$
|
89
|
|
|
$
|
91
|
|
Natural gas
|
26
|
|
|
48
|
|
||
NGLs
|
49
|
|
|
37
|
|
||
Total
|
$
|
164
|
|
|
$
|
176
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Oil and gas exploration and production
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
|
|
|
|
|
|
|
||||||||
U.S. onshore properties
|
$
|
—
|
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
79
|
|
Gulf of Mexico properties
|
—
|
|
|
17
|
|
|
—
|
|
|
67
|
|
||||
Cost-method investment
|
10
|
|
|
11
|
|
|
10
|
|
|
11
|
|
||||
Midstream
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
—
|
|
|
5
|
|
|
29
|
|
|
5
|
|
||||
Impairments
|
$
|
10
|
|
|
$
|
112
|
|
|
$
|
39
|
|
|
$
|
162
|
|
millions
|
|
|
|
|
|
|
|
||||||||
2013
|
Level 1
|
|
Level 2
|
|
Level 3
(1)
|
|
Total
|
||||||||
Long-lived assets held for use
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
23
|
|
Cost-method investment
(2)
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
||||
2012
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
41
|
|
Cost-method investment
(2)
|
—
|
|
|
—
|
|
|
34
|
|
|
34
|
|
(1)
|
The income approach was used to measure fair value.
|
(2)
|
This represents the Company’s after-tax net investment.
|
|
2013
Settlement
|
|
2014
Settlement
|
||||
Natural Gas
|
|
|
|
||||
Two-Way Collars (thousand MMBtu/d)
|
600
|
|
(1)
|
—
|
|
||
Average price per MMBtu
|
|
|
|
||||
Ceiling sold price (call)
|
$
|
4.00
|
|
|
$
|
—
|
|
Floor purchased price (put)
|
$
|
3.18
|
|
|
$
|
—
|
|
Three-Way Collars (thousand MMBtu/d)
|
—
|
|
(2)
|
600
|
|
||
Average price per MMBtu
|
|
|
|
||||
Ceiling sold price (call)
|
$
|
—
|
|
|
$
|
5.01
|
|
Floor purchased price (put)
|
$
|
—
|
|
|
$
|
3.75
|
|
Floor sold price (put)
|
$
|
—
|
|
|
$
|
2.75
|
|
Fixed-Price Contracts (thousand MMBtu/d)
|
1,185
|
|
|
600
|
|
||
Average price per MMBtu
|
$
|
4.00
|
|
|
$
|
4.26
|
|
Crude Oil
|
|
|
|
||||
Three-Way Collars (MBbls/d)
|
26
|
|
|
—
|
|
||
Average price per barrel
|
|
|
|
||||
Ceiling sold price (call)
|
$
|
125.15
|
|
|
$
|
—
|
|
Floor purchased price (put)
|
$
|
105.00
|
|
|
$
|
—
|
|
Floor sold price (put)
|
$
|
85.00
|
|
|
$
|
—
|
|
Fixed-Price Contracts (MBbls/d)
|
108
|
|
|
—
|
|
||
Average price per barrel
|
$
|
102.50
|
|
|
$
|
—
|
|
(1)
|
The two-way collars have a contract term of April 2013 to October 2013.
|
(2)
|
The Company entered into offsetting purchased and sold natural-gas three-way collars of
450,000
MMBtu/d for 2013 settlement.
|
millions except percentages
|
|
Reference Period
|
|
Weighted-Average
|
|||||
Notional Principal Amount
|
|
Start
|
|
End
|
|
Interest Rate
|
|||
$
|
750
|
|
|
|
June 2014
|
|
June 2024
|
|
6.00%
|
$
|
1,100
|
|
|
|
June 2014
|
|
June 2044
|
|
5.57%
|
$
|
50
|
|
|
|
September 2016
|
|
September 2026
|
|
5.91%
|
$
|
750
|
|
|
|
September 2016
|
|
September 2046
|
|
5.86%
|
|
|
Gross
Derivative Assets
|
|
Gross
Derivative Liabilities
|
||||||||||||
millions
|
|
June 30,
|
|
December 31,
|
|
June 30,
|
|
December 31,
|
||||||||
Balance Sheet Classification
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
486
|
|
|
$
|
475
|
|
|
$
|
(212
|
)
|
|
$
|
(197
|
)
|
Other assets
|
|
86
|
|
|
24
|
|
|
(24
|
)
|
|
(7
|
)
|
||||
Accrued expenses
|
|
39
|
|
|
6
|
|
|
(49
|
)
|
|
(14
|
)
|
||||
Other liabilities
|
|
—
|
|
|
1
|
|
|
(4
|
)
|
|
(7
|
)
|
||||
|
|
611
|
|
|
506
|
|
|
(289
|
)
|
|
(225
|
)
|
||||
Interest-rate and other derivatives
|
|
|
|
|
|
|
|
|
||||||||
Accrued expenses
(1)
|
|
—
|
|
|
—
|
|
|
(589
|
)
|
|
—
|
|
||||
Other liabilities
(1)
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
|
(1,194
|
)
|
||||
|
|
—
|
|
|
—
|
|
|
(840
|
)
|
|
(1,194
|
)
|
||||
Total derivatives
|
|
$
|
611
|
|
|
$
|
506
|
|
|
$
|
(1,129
|
)
|
|
$
|
(1,419
|
)
|
(1)
|
Interest-rate swaps with June 2014 maturity dates were reclassified from other liabilities to accrued expenses during the second quarter of 2013.
|
millions
|
|
Three Months Ended
June 30, 2013 |
|
Six Months Ended
June 30, 2013 |
||||||||||||||||||||
Classification of (Gain) Loss Recognized
|
|
Realized
|
|
Unrealized
|
|
Total
|
|
Realized
|
|
Unrealized
|
|
Total
|
||||||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gathering, processing, and marketing sales
(1)
|
$
|
3
|
|
|
$
|
(6
|
)
|
|
$
|
(3
|
)
|
|
$
|
7
|
|
|
$
|
(2
|
)
|
|
$
|
5
|
|
|
(Gains) losses on derivatives, net
|
|
(21
|
)
|
|
(373
|
)
|
|
(394
|
)
|
|
(72
|
)
|
|
(39
|
)
|
|
(111
|
)
|
||||||
Interest-rate and other derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Gains) losses on derivatives, net
|
|
—
|
|
|
(262
|
)
|
|
(262
|
)
|
|
—
|
|
|
(354
|
)
|
|
(354
|
)
|
||||||
Total (gains) losses on derivatives, net
|
|
$
|
(18
|
)
|
|
$
|
(641
|
)
|
|
$
|
(659
|
)
|
|
$
|
(65
|
)
|
|
$
|
(395
|
)
|
|
$
|
(460
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended
June 30, 2012 |
|
Six Months Ended
June 30, 2012 |
||||||||||||||||||||
Classification of (Gain) Loss Recognized
|
|
Realized
|
|
Unrealized
|
|
Total
|
|
Realized
|
|
Unrealized
|
|
Total
|
||||||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gathering, processing, and marketing sales
(1)
|
$
|
(1
|
)
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
(3
|
)
|
|
$
|
13
|
|
|
$
|
10
|
|
|
(Gains) losses on derivatives, net
|
|
(263
|
)
|
|
(157
|
)
|
|
(420
|
)
|
|
(400
|
)
|
|
(68
|
)
|
|
(468
|
)
|
||||||
Interest-rate and other derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Gains) losses on derivatives, net
|
|
2
|
|
|
374
|
|
|
376
|
|
|
2
|
|
|
138
|
|
|
140
|
|
||||||
Total (gains) losses on derivatives, net
|
|
$
|
(262
|
)
|
|
$
|
225
|
|
|
$
|
(37
|
)
|
|
$
|
(401
|
)
|
|
$
|
83
|
|
|
$
|
(318
|
)
|
(1)
|
Represents the effect of marketing and trading derivative activities.
|
millions
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
June 30, 2013
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(1)
|
|
Collateral
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial institutions
|
$
|
3
|
|
|
$
|
550
|
|
|
$
|
—
|
|
|
$
|
(268
|
)
|
|
$
|
(1
|
)
|
|
$
|
284
|
|
Other counterparties
|
—
|
|
|
58
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
51
|
|
||||||
Total derivative assets
|
$
|
3
|
|
|
$
|
608
|
|
|
$
|
—
|
|
|
$
|
(275
|
)
|
|
$
|
(1
|
)
|
|
$
|
335
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial institutions
|
$
|
(3
|
)
|
|
$
|
(269
|
)
|
|
$
|
—
|
|
|
$
|
268
|
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
Other counterparties
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
7
|
|
|
—
|
|
|
(10
|
)
|
||||||
Interest-rate and other derivatives
|
—
|
|
|
(840
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(840
|
)
|
||||||
Total derivative liabilities
|
$
|
(3
|
)
|
|
$
|
(1,126
|
)
|
|
$
|
—
|
|
|
$
|
275
|
|
|
$
|
2
|
|
|
$
|
(852
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial institutions
|
$
|
6
|
|
|
$
|
453
|
|
|
$
|
—
|
|
|
$
|
(206
|
)
|
|
$
|
—
|
|
|
$
|
253
|
|
Other counterparties
|
—
|
|
|
47
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
42
|
|
||||||
Total derivative assets
|
$
|
6
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
(211
|
)
|
|
$
|
—
|
|
|
$
|
295
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial institutions
|
$
|
(6
|
)
|
|
$
|
(202
|
)
|
|
$
|
—
|
|
|
$
|
206
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
Other counterparties
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(12
|
)
|
||||||
Interest-rate and other derivatives
|
—
|
|
|
(1,194
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,194
|
)
|
||||||
Total derivative liabilities
|
$
|
(6
|
)
|
|
$
|
(1,413
|
)
|
|
$
|
—
|
|
|
$
|
211
|
|
|
$
|
1
|
|
|
$
|
(1,207
|
)
|
(1)
|
Represents the impact of netting commodity derivative assets and liabilities with counterparties where the Company has the contractual right and intends to net settle.
|
|
June 30,
|
|
December 31,
|
||||
millions
|
2013
|
|
2012
|
||||
Total debt at face value
|
$
|
15,202
|
|
|
$
|
14,952
|
|
Net unamortized discounts and premiums
(1)
|
(1,664
|
)
|
|
(1,683
|
)
|
||
Total long-term debt
|
$
|
13,538
|
|
|
$
|
13,269
|
|
(1)
|
Unamortized discounts and premiums are amortized over the term of the related debt.
|
|
Carrying
|
|
|
|
|
||
millions
|
Value
|
|
Description
|
||||
Balance at December 31, 2012
|
$
|
13,269
|
|
|
|
|
|
Borrowings
|
385
|
|
|
WES revolving credit facility
|
|||
Other, net
|
9
|
|
|
Amortization of debt discounts and premiums
|
|||
Balance at March 31, 2013
|
$
|
13,663
|
|
|
|
|
|
Borrowings
|
110
|
|
|
WES revolving credit facility
|
|||
Repayments
|
(245
|
)
|
|
WES revolving credit facility
|
|||
Other, net
|
10
|
|
|
Amortization of debt discounts and premiums
|
|||
Balance at June 30, 2013
|
$
|
13,538
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Current debt, long-term debt, and other
|
$
|
238
|
|
|
$
|
236
|
|
|
$
|
470
|
|
|
$
|
486
|
|
Capitalized interest
|
(66
|
)
|
|
(46
|
)
|
|
(134
|
)
|
|
(110
|
)
|
||||
Interest expense
|
$
|
172
|
|
|
$
|
190
|
|
|
$
|
336
|
|
|
$
|
376
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions except per-share amounts
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income (loss)
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders
|
$
|
929
|
|
|
$
|
(89
|
)
|
|
$
|
1,389
|
|
|
$
|
2,067
|
|
Less distributions on participating securities
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Less undistributed income allocated to participating securities
|
5
|
|
|
—
|
|
|
8
|
|
|
12
|
|
||||
Basic
|
$
|
923
|
|
|
$
|
(89
|
)
|
|
$
|
1,380
|
|
|
$
|
2,054
|
|
Diluted
|
$
|
923
|
|
|
$
|
(89
|
)
|
|
$
|
1,380
|
|
|
$
|
2,054
|
|
Shares
|
|
|
|
|
|
|
|
||||||||
Average number of common shares outstanding—basic
|
502
|
|
|
500
|
|
|
501
|
|
|
499
|
|
||||
Dilutive effect of stock options
|
2
|
|
|
—
|
|
|
3
|
|
|
2
|
|
||||
Average number of common shares outstanding—diluted
|
504
|
|
|
500
|
|
|
504
|
|
|
501
|
|
||||
Excluded
(1)
|
5
|
|
|
12
|
|
|
4
|
|
|
5
|
|
||||
Net income (loss) per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.84
|
|
|
$
|
(0.18
|
)
|
|
$
|
2.75
|
|
|
$
|
4.11
|
|
Diluted
|
$
|
1.83
|
|
|
$
|
(0.18
|
)
|
|
$
|
2.74
|
|
|
$
|
4.10
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends per common share
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
(1)
|
Inclusion of certain shares would have had an anti-dilutive effect.
|
|
Interest-rate
|
|
|
|
|
||||||
|
Derivatives
|
|
Pension and
|
|
|
||||||
|
Previously
|
|
Other
|
|
|
||||||
|
Subject to Hedge
|
|
Postretirement
|
|
|
||||||
millions
|
Accounting
|
|
Plans
|
|
Total
|
||||||
Balance at December 31, 2012
|
$
|
(61
|
)
|
|
$
|
(579
|
)
|
|
$
|
(640
|
)
|
Reclassifications from accumulated other
comprehensive income (loss)
|
3
|
|
|
38
|
|
|
41
|
|
|||
Balance at June 30, 2013
|
$
|
(58
|
)
|
|
$
|
(541
|
)
|
|
$
|
(599
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions except percentages
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Income tax expense (benefit)
|
$
|
567
|
|
|
$
|
164
|
|
|
$
|
1,023
|
|
|
$
|
516
|
|
Effective tax rate
|
37
|
%
|
|
174
|
%
|
|
41
|
%
|
|
20
|
%
|
|
Six Months Ended
June 30, |
||||||
millions
|
2013
|
|
2012
|
||||
Cash paid (received)
|
|
|
|
||||
Interest
|
$
|
313
|
|
|
$
|
354
|
|
Income taxes
|
$
|
103
|
|
|
$
|
(40
|
)
|
Non-cash investing activities
|
|
|
|
||||
Fair value of properties and equipment received in non-cash exchange transactions
|
$
|
13
|
|
|
$
|
31
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Income (loss) before income taxes
|
$
|
1,526
|
|
|
$
|
94
|
|
|
$
|
2,466
|
|
|
$
|
2,629
|
|
Exploration expense
|
178
|
|
|
1,121
|
|
|
442
|
|
|
1,365
|
|
||||
DD&A
|
940
|
|
|
1,027
|
|
|
1,962
|
|
|
1,957
|
|
||||
Impairments
|
10
|
|
|
112
|
|
|
39
|
|
|
162
|
|
||||
Interest expense
|
172
|
|
|
190
|
|
|
336
|
|
|
376
|
|
||||
Unrealized (gains) losses on derivatives, net
|
(641
|
)
|
|
225
|
|
|
(395
|
)
|
|
83
|
|
||||
Realized (gains) losses on interest-rate and other derivatives, net
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Deepwater Horizon settlement and related costs
|
4
|
|
|
3
|
|
|
7
|
|
|
11
|
|
||||
Algeria exceptional profits tax settlement
|
—
|
|
|
—
|
|
|
33
|
|
|
(1,804
|
)
|
||||
Tronox-related contingent loss
|
—
|
|
|
(525
|
)
|
|
—
|
|
|
(250
|
)
|
||||
Certain other nonoperating items
|
85
|
|
|
—
|
|
|
85
|
|
|
—
|
|
||||
Less net income attributable to noncontrolling interests
|
30
|
|
|
19
|
|
|
54
|
|
|
46
|
|
||||
Consolidated Adjusted EBITDAX
|
$
|
2,244
|
|
|
$
|
2,230
|
|
|
$
|
4,921
|
|
|
$
|
4,485
|
|
|
Oil and Gas
|
|
|
|
|
|
Other and
|
|
|
||||||||||
|
Exploration
|
|
|
|
|
|
Intersegment
|
|
|
||||||||||
millions
|
& Production
|
|
Midstream
|
|
Marketing
|
|
Eliminations
|
|
Total
|
||||||||||
Three Months Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
1,587
|
|
|
$
|
88
|
|
|
$
|
1,765
|
|
|
$
|
—
|
|
|
$
|
3,440
|
|
Intersegment revenues
|
1,526
|
|
|
265
|
|
|
(1,639
|
)
|
|
(152
|
)
|
|
—
|
|
|||||
Gains (losses) on divestitures and other, net
|
1
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
57
|
|
|||||
Total revenues and other
|
3,114
|
|
|
353
|
|
|
126
|
|
|
(96
|
)
|
|
3,497
|
|
|||||
Operating costs and expenses
(1)
|
845
|
|
|
209
|
|
|
164
|
|
|
7
|
|
|
1,225
|
|
|||||
Realized (gains) losses on commodity
derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||||
Other (income) expense, net
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|||||
Total expenses and other
|
845
|
|
|
239
|
|
|
164
|
|
|
(1
|
)
|
|
1,247
|
|
|||||
Unrealized (gains) losses on derivatives, net
included in marketing revenue
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Adjusted EBITDAX
|
$
|
2,269
|
|
|
$
|
114
|
|
|
$
|
(44
|
)
|
|
$
|
(95
|
)
|
|
$
|
2,244
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
1,888
|
|
|
$
|
81
|
|
|
$
|
1,231
|
|
|
$
|
—
|
|
|
$
|
3,200
|
|
Intersegment revenues
|
1,035
|
|
|
220
|
|
|
(1,124
|
)
|
|
(131
|
)
|
|
—
|
|
|||||
Gains (losses) on divestitures and other, net
|
(12
|
)
|
|
(1
|
)
|
|
—
|
|
|
35
|
|
|
22
|
|
|||||
Total revenues and other
|
2,911
|
|
|
300
|
|
|
107
|
|
|
(96
|
)
|
|
3,222
|
|
|||||
Operating costs and expenses
(1)
|
873
|
|
|
174
|
|
|
158
|
|
|
33
|
|
|
1,238
|
|
|||||
Realized (gains) losses on commodity
derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(263
|
)
|
|
(263
|
)
|
|||||
Other (income) expense, net
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||
Total expenses and other
|
873
|
|
|
193
|
|
|
158
|
|
|
(224
|
)
|
|
1,000
|
|
|||||
Unrealized (gains) losses on derivatives, net
included in marketing revenue
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Adjusted EBITDAX
|
$
|
2,038
|
|
|
$
|
107
|
|
|
$
|
(43
|
)
|
|
$
|
128
|
|
|
$
|
2,230
|
|
(1)
|
Operating costs and expenses excludes exploration expense, DD&A, impairments, Deepwater Horizon settlement and related costs, and Algeria exceptional profits tax settlement since these expenses are excluded from Adjusted EBITDAX.
|
(2)
|
Other (income) expense, net excludes Tronox-related contingent loss and certain other nonoperating items since these expenses are excluded from Adjusted EBITDAX.
|
|
Oil and Gas
|
|
|
|
|
|
Other and
|
|
|
||||||||||
|
Exploration
|
|
|
|
|
|
Intersegment
|
|
|
||||||||||
millions
|
& Production
|
|
Midstream
|
|
Marketing
|
|
Eliminations
|
|
Total
|
||||||||||
Six Months Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
3,128
|
|
|
$
|
172
|
|
|
$
|
3,858
|
|
|
$
|
—
|
|
|
$
|
7,158
|
|
Intersegment revenues
|
3,388
|
|
|
518
|
|
|
(3,605
|
)
|
|
(301
|
)
|
|
—
|
|
|||||
Gains (losses) on divestitures and other, net
|
5
|
|
|
—
|
|
|
—
|
|
|
227
|
|
|
232
|
|
|||||
Total revenues and other
|
6,521
|
|
|
690
|
|
|
253
|
|
|
(74
|
)
|
|
7,390
|
|
|||||
Operating costs and expenses
(1)
|
1,726
|
|
|
397
|
|
|
328
|
|
|
27
|
|
|
2,478
|
|
|||||
Realized (gains) losses on commodity
derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
(72
|
)
|
|||||
Other (income) expense, net
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
Total expenses and other
|
1,726
|
|
|
451
|
|
|
328
|
|
|
(38
|
)
|
|
2,467
|
|
|||||
Unrealized (gains) losses on derivatives, net
included in marketing revenue
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Adjusted EBITDAX
|
$
|
4,795
|
|
|
$
|
239
|
|
|
$
|
(77
|
)
|
|
$
|
(36
|
)
|
|
$
|
4,921
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
3,787
|
|
|
$
|
168
|
|
|
$
|
2,657
|
|
|
$
|
—
|
|
|
$
|
6,612
|
|
Intersegment revenues
|
2,209
|
|
|
469
|
|
|
(2,419
|
)
|
|
(259
|
)
|
|
—
|
|
|||||
Gains (losses) on divestitures and other, net
|
(29
|
)
|
|
(2
|
)
|
|
—
|
|
|
88
|
|
|
57
|
|
|||||
Total revenues and other
|
5,967
|
|
|
635
|
|
|
238
|
|
|
(171
|
)
|
|
6,669
|
|
|||||
Operating costs and expenses
(1)
|
1,799
|
|
|
363
|
|
|
312
|
|
|
81
|
|
|
2,555
|
|
|||||
Realized (gains) losses on commodity
derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(400
|
)
|
|
(400
|
)
|
|||||
Other (income) expense, net
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||
Total expenses and other
|
1,799
|
|
|
409
|
|
|
312
|
|
|
(323
|
)
|
|
2,197
|
|
|||||
Unrealized (gains) losses on derivatives, net
included in marketing revenue
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Adjusted EBITDAX
|
$
|
4,168
|
|
|
$
|
226
|
|
|
$
|
(61
|
)
|
|
$
|
152
|
|
|
$
|
4,485
|
|
(1)
|
Operating costs and expenses excludes exploration expense, DD&A, impairments, Deepwater Horizon settlement and related costs, and Algeria exceptional profits tax settlement since these expenses are excluded from Adjusted EBITDAX.
|
(2)
|
Other (income) expense, net excludes Tronox-related contingent loss and certain other nonoperating items since these expenses are excluded from Adjusted EBITDAX.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
millions
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Three Months Ended June 30
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
22
|
|
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
19
|
|
|
22
|
|
|
3
|
|
|
4
|
|
||||
Expected return on plan assets
|
(23
|
)
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss (gain)
|
30
|
|
|
23
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net prior service cost (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Net periodic benefit cost
|
$
|
48
|
|
|
$
|
42
|
|
|
$
|
6
|
|
|
$
|
8
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
43
|
|
|
$
|
38
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest cost
|
39
|
|
|
43
|
|
|
7
|
|
|
8
|
|
||||
Expected return on plan assets
|
(46
|
)
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss (gain)
|
59
|
|
|
46
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net prior service cost (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Net periodic benefit cost
|
$
|
95
|
|
|
$
|
82
|
|
|
$
|
12
|
|
|
$
|
14
|
|
•
|
the Company’s assumptions about energy markets
|
•
|
production levels
|
•
|
reserves levels
|
•
|
operating results
|
•
|
competitive conditions
|
•
|
technology
|
•
|
availability of capital resources, levels of capital expenditures, and other contractual obligations
|
•
|
supply and demand for, the price of, and the commercializing and transporting of natural gas, crude oil, natural gas liquids (NGLs), and other products or services
|
•
|
volatility in the commodity-futures market
|
•
|
weather
|
•
|
inflation
|
•
|
availability of goods and services, including unexpected changes in costs
|
•
|
drilling risks
|
•
|
future processing volumes and pipeline throughput
|
•
|
general economic conditions, either internationally or nationally or in the jurisdictions in which the Company or its subsidiaries are doing business
|
•
|
the Company’s inability to timely obtain or maintain permits, including those necessary for drilling and/or development projects
|
•
|
legislative or regulatory changes, including retroactive royalty or production tax regimes; hydraulic-fracturing regulation; deepwater drilling and permitting regulations; derivatives reform; changes in state, federal, and foreign income taxes; environmental regulation; environmental risks; and liability under federal, state, foreign, and local environmental laws and regulations
|
•
|
ability of BP Exploration & Production Inc. (BP) to meet its indemnification obligations to the Company for Deepwater Horizon events, including, among other things, damage claims arising under the Oil Pollution Act of 1990, claims for natural resource damages and associated damage-assessment costs, and any claims arising under the Operating Agreement for the Macondo well, as well as the ability of BP Corporation North America Inc. and BP p.l.c. to satisfy their guarantees of such indemnification obligations
|
•
|
impact of remaining claims related to the Deepwater Horizon events, including, but not limited to, fines, penalties, and punitive damages against the Company, for which it is not indemnified by BP
|
•
|
current and potential legal proceedings, or environmental or other obligations related to or arising from Tronox Incorporated (Tronox)
|
•
|
civil or political unrest or acts of terrorism in a region or country
|
•
|
creditworthiness and performance of the Company’s counterparties, including financial institutions, operating partners, and other parties
|
•
|
volatility in the securities, capital, or credit markets and related risks such as general credit, liquidity and interest-rate risk
|
•
|
the Company’s ability to successfully monetize select assets, repay its debt, and the impact of changes in the Company’s credit ratings
|
•
|
disruptions in international crude oil cargo shipping activities
|
•
|
physical, digital, internal, and external security breaches
|
•
|
supply and demand, technological, political, and commercial conditions associated with long-term development and production projects in domestic and international locations
|
•
|
other factors discussed below and elsewhere in “Risk Factors” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in the Company’s 2012 Annual Report on Form 10-K, this Form 10-Q, and in the Company’s other public filings, press releases, and discussions with Company management
|
•
|
Anadarko’s
second
-quarter sales volumes totaled
750
thousand barrels of oil equivalent per day (MBOE/d), representing a
1%
increase
over the
second
quarter of
2012
.
|
•
|
Anadarko’s
second
-quarter liquids sales volumes were
309
thousand barrels per day (MBbls/d), representing a
3%
decrease
from the
second
quarter of
2012
primarily due to timing of international cargo liftings; scheduled downtime for maintenance, well work, and natural production declines in the Gulf of Mexico; and ethane rejection in the Rocky Mountains Region (Rockies).
|
•
|
U.S. onshore
second
-quarter sales volumes were 568 MBOE/d, representing a 12% increase from the
second
quarter of
2012
, primarily due to increased sales volumes from the Wattenberg field and the Marcellus, Eagleford, and Haynesville shales, partially offset by 2013 ethane rejection in the Rockies and a natural decline in the Powder River basin.
|
•
|
Liquids sales volumes from the Wattenberg field averaged more than 60 MBbls/d, which represented an increase of more than 37% over the second quarter of 2012.
|
•
|
Liquids sales volumes from the Eagleford shale averaged 32 MBbls/d, which represented an increase of 62% over the second quarter of 2012.
|
•
|
Gulf of Mexico
second
-quarter sales volumes were
99
MBOE/d, representing a
25%
decrease
from the
second
quarter of
2012
, primarily due to scheduled downtime for maintenance, well work, and natural production declines.
|
•
|
The Company drilled the successful Phobos exploration well (30% working interest) in the Sigsbee Escarpment block 39, encountering approximately 250 net feet of oil pay in the Lower Tertiary-aged reservoirs.
|
•
|
The Company drilled the successful Raptor exploration well (50% working interest) in the Desoto Canyon block 535, encountering approximately 150 net feet of high-quality oil pay.
|
•
|
The Company participated in the successful Yucatan exploration well (15% working interest) in the Walker Ridge block 95, encountering more than 120 net feet of high-quality oil pay.
|
•
|
The Company entered into a carried-interest arrangement that requires a third-party partner to fund $860 million of Anadarko’s capital costs to earn a 12.75% working interest in the Heidelberg development.
|
•
|
Anadarko and its partners officially sanctioned Heidelberg and expect to achieve first oil in mid-2016.
|
•
|
The Company successfully transported its 80,000-barrels-of-oil-per-day Lucius spar from the fabrication yard in Pori, Finland to Corpus Christi, Texas, with plans to install the spar in Keathley Canyon block 875 during the third quarter of 2013.
|
•
|
International
second
-quarter sales volumes were
71
MBOE/d, representing a
17%
decrease
from the
second
quarter of
2012
, primarily due to timing of cargo liftings in Algeria and China.
|
•
|
The Company sold its first delivery of crude oil from the El Merk project in Algeria and the second oil train is being commissioned.
|
•
|
The Company successfully drilled the Orca-1 discovery well (36.5% working interest) in Offshore Area 1 in Mozambique, encountering approximately 190 net feet of natural-gas pay in a Paleocene fan system.
|
•
|
The Company drilled the successful Espadarte exploration well (36.5% working interest) in Offshore Area 1 in Mozambique, encountering approximately 280 net feet of natural-gas pay.
|
•
|
Anadarko and its partners received government approval for the Plan of Development for the Tweneboa/Enyenra/Ntomme deepwater oil project offshore Ghana.
|
•
|
Anadarko’s net income attributable to common stockholders totaled
$929 million
.
|
•
|
The Company generated $
2.5 billion
of cash flows from operations and ended the quarter with
$4.6
billion of cash on hand.
|
•
|
Anadarko collected $248 million associated with the Algeria exceptional profits tax receivable.
|
•
|
Western Gas Partners, LP (WES), a consolidated subsidiary of the Company, issued approximately seven million common units to the public, raising net proceeds of $416 million.
|
•
|
WES reduced its outstanding borrowings under its five-year, $800 million senior unsecured revolving credit facility maturing in March 2016 (RCF) by $135 million.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions except per-share amounts
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Financial Results
|
|
|
|
|
|
|
|
|
||||||||
Revenues and other
|
|
$
|
3,497
|
|
|
$
|
3,222
|
|
|
$
|
7,390
|
|
|
$
|
6,669
|
|
Costs and expenses
|
|
2,357
|
|
|
3,501
|
|
|
4,961
|
|
|
4,246
|
|
||||
Other (income) expense
|
|
(386
|
)
|
|
(373
|
)
|
|
(37
|
)
|
|
(206
|
)
|
||||
Income tax expense (benefit)
|
|
567
|
|
|
164
|
|
|
1,023
|
|
|
516
|
|
||||
Net income (loss) attributable to common stockholders
|
|
$
|
929
|
|
|
$
|
(89
|
)
|
|
$
|
1,389
|
|
|
$
|
2,067
|
|
Net income (loss) per common share attributable to common
stockholders—diluted
|
|
$
|
1.83
|
|
|
$
|
(0.18
|
)
|
|
$
|
2.74
|
|
|
$
|
4.10
|
|
Average number of common shares outstanding—diluted
|
|
504
|
|
|
500
|
|
|
504
|
|
|
501
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Results
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDAX
(1)
|
|
$
|
2,244
|
|
|
$
|
2,230
|
|
|
$
|
4,921
|
|
|
$
|
4,485
|
|
Sales volumes (MMBOE)
|
|
69
|
|
|
68
|
|
|
140
|
|
|
132
|
|
(1)
|
See
Operating Results—Segment Analysis—Adjusted EBITDAX
for a description of Adjusted EBITDAX, which is not a U.S. Generally Accepted Accounting Principles (GAAP) measure, and for a reconciliation of Adjusted EBITDAX to income (loss) before income taxes, which is presented in accordance with GAAP.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
millions except percentages
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
||||||||||
Sales Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural-gas sales
|
|
$
|
935
|
|
|
89
|
%
|
|
$
|
496
|
|
|
$
|
1,742
|
|
|
63
|
%
|
|
$
|
1,069
|
|
Oil and condensate sales
|
|
1,995
|
|
|
(10
|
)
|
|
2,222
|
|
|
4,372
|
|
|
(2
|
)
|
|
4,466
|
|
||||
Natural-gas liquids sales
|
|
261
|
|
|
(7
|
)
|
|
282
|
|
|
564
|
|
|
(10
|
)
|
|
624
|
|
||||
Total
|
|
$
|
3,191
|
|
|
6
|
|
|
$
|
3,000
|
|
|
$
|
6,678
|
|
|
8
|
|
|
$
|
6,159
|
|
|
|
Three Months Ended June 30,
|
||||||||||||||
millions
|
|
Natural
Gas
|
|
Oil and
Condensate
|
|
NGLs
|
|
Total
|
||||||||
2012 sales revenues
|
|
$
|
496
|
|
|
$
|
2,222
|
|
|
$
|
282
|
|
|
$
|
3,000
|
|
Changes associated with sales volumes
|
|
21
|
|
|
(144
|
)
|
|
25
|
|
|
(98
|
)
|
||||
Changes associated with prices
|
|
418
|
|
|
(83
|
)
|
|
(46
|
)
|
|
289
|
|
||||
2013 sales revenues
|
|
$
|
935
|
|
|
$
|
1,995
|
|
|
$
|
261
|
|
|
$
|
3,191
|
|
|
|
Six Months Ended June 30,
|
||||||||||||||
millions
|
|
Natural
Gas
|
|
Oil and
Condensate
|
|
NGLs
|
|
Total
|
||||||||
2012 sales revenues
|
|
$
|
1,069
|
|
|
$
|
4,466
|
|
|
$
|
624
|
|
|
$
|
6,159
|
|
Changes associated with sales volumes
|
|
74
|
|
|
154
|
|
|
57
|
|
|
285
|
|
||||
Changes associated with prices
|
|
599
|
|
|
(248
|
)
|
|
(117
|
)
|
|
234
|
|
||||
2013 sales revenues
|
|
$
|
1,742
|
|
|
$
|
4,372
|
|
|
$
|
564
|
|
|
$
|
6,678
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||
Sales Volumes
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
||||||
Barrels of Oil Equivalent
(MMBOE except percentages)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
62
|
|
|
3
|
%
|
|
60
|
|
|
124
|
|
|
7
|
%
|
|
116
|
|
International
|
|
7
|
|
|
(17
|
)
|
|
8
|
|
|
16
|
|
|
—
|
|
|
16
|
|
Total
|
|
69
|
|
|
1
|
|
|
68
|
|
|
140
|
|
|
6
|
|
|
132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Barrels of Oil Equivalent per Day
(MBOE/d except percentages)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
679
|
|
|
3
|
%
|
|
657
|
|
|
687
|
|
|
8
|
%
|
|
639
|
|
International
|
|
71
|
|
|
(17
|
)
|
|
85
|
|
|
84
|
|
|
—
|
|
|
84
|
|
Total
|
|
750
|
|
|
1
|
|
|
742
|
|
|
771
|
|
|
7
|
|
|
723
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
||||||||||
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—Bcf
|
|
241
|
|
|
4
|
%
|
|
230
|
|
|
483
|
|
|
7
|
%
|
|
450
|
|
||||
MMcf/d
|
|
2,647
|
|
|
4
|
|
|
2,544
|
|
|
2,668
|
|
|
8
|
|
|
2,480
|
|
||||
Price per Mcf
|
|
$
|
3.88
|
|
|
80
|
|
|
$
|
2.15
|
|
|
$
|
3.61
|
|
|
52
|
|
|
$
|
2.37
|
|
Natural-gas sales revenues (millions)
|
|
$
|
935
|
|
|
89
|
|
|
$
|
496
|
|
|
$
|
1,742
|
|
|
63
|
|
|
$
|
1,069
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
||||||||||
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
14
|
|
|
(1
|
)%
|
|
15
|
|
|
28
|
|
|
6
|
%
|
|
27
|
|
||||
MBbls/d
|
|
155
|
|
|
(1
|
)
|
|
156
|
|
|
157
|
|
|
6
|
|
|
148
|
|
||||
Price per barrel
|
|
$
|
94.99
|
|
|
(3
|
)
|
|
$
|
98.20
|
|
|
$
|
96.17
|
|
|
(5
|
)
|
|
$
|
101.76
|
|
International
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
7
|
|
|
(17
|
)%
|
|
8
|
|
|
16
|
|
|
—
|
%
|
|
16
|
|
||||
MBbls/d
|
|
71
|
|
|
(17
|
)
|
|
85
|
|
|
84
|
|
|
—
|
|
|
84
|
|
||||
Price per barrel
|
|
$
|
102.05
|
|
|
(4
|
)
|
|
$
|
106.77
|
|
|
$
|
107.89
|
|
|
(5
|
)
|
|
$
|
113.30
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
21
|
|
|
(6
|
)%
|
|
23
|
|
|
44
|
|
|
3
|
%
|
|
43
|
|
||||
MBbls/d
|
|
226
|
|
|
(6
|
)
|
|
241
|
|
|
241
|
|
|
4
|
|
|
232
|
|
||||
Price per barrel
|
|
$
|
97.21
|
|
|
(4
|
)
|
|
$
|
101.22
|
|
|
$
|
100.26
|
|
|
(5
|
)
|
|
$
|
105.94
|
|
Oil and condensate sales revenues (millions)
|
|
$
|
1,995
|
|
|
(10
|
)
|
|
$
|
2,222
|
|
|
$
|
4,372
|
|
|
(2
|
)
|
|
$
|
4,466
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
||||||||||
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
7
|
|
|
9
|
%
|
|
7
|
|
|
15
|
|
|
9
|
%
|
|
14
|
|
||||
MBbls/d
|
|
83
|
|
|
9
|
|
|
77
|
|
|
85
|
|
|
8
|
|
|
78
|
|
||||
Price per barrel
|
|
$
|
34.33
|
|
|
(15
|
)
|
|
$
|
40.41
|
|
|
$
|
36.29
|
|
|
(17
|
)
|
|
$
|
43.82
|
|
Natural-gas liquids sales revenues (millions)
|
|
$
|
261
|
|
|
(7
|
)
|
|
$
|
282
|
|
|
$
|
564
|
|
|
(10
|
)
|
|
$
|
624
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
millions except percentages
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
||||||||||
Gathering, processing, and marketing sales
|
|
$
|
249
|
|
|
25
|
%
|
|
$
|
200
|
|
|
$
|
480
|
|
|
6
|
%
|
|
$
|
453
|
|
Gathering, processing, and marketing expenses
|
|
222
|
|
|
25
|
|
|
178
|
|
|
421
|
|
|
15
|
|
|
367
|
|
||||
Margin
|
|
$
|
27
|
|
|
23
|
|
|
$
|
22
|
|
|
$
|
59
|
|
|
(31
|
)
|
|
$
|
86
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
||||||||||
Oil and gas operating (millions)
|
|
$
|
245
|
|
|
(2
|
)%
|
|
$
|
249
|
|
|
$
|
492
|
|
|
—
|
%
|
|
$
|
491
|
|
Oil and gas operating—per BOE
|
|
3.59
|
|
|
(2
|
)
|
|
3.68
|
|
|
3.52
|
|
|
(6
|
)
|
|
3.73
|
|
||||
Oil and gas transportation and other (millions)
|
|
253
|
|
|
13
|
|
|
223
|
|
|
508
|
|
|
10
|
|
|
463
|
|
||||
Oil and gas transportation and other—per BOE
|
|
3.70
|
|
|
12
|
|
|
3.30
|
|
|
3.64
|
|
|
4
|
|
|
3.51
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Exploration Expense
|
|
|
|
|
|
|
|
|
||||||||
Dry hole expense
|
|
$
|
66
|
|
|
$
|
115
|
|
|
$
|
224
|
|
|
$
|
204
|
|
Impairments of unproved properties
|
|
20
|
|
|
923
|
|
|
39
|
|
|
983
|
|
||||
Geological and geophysical expenses
|
|
23
|
|
|
14
|
|
|
60
|
|
|
49
|
|
||||
Exploration overhead and other
|
|
69
|
|
|
69
|
|
|
119
|
|
|
129
|
|
||||
Total exploration expense
|
|
$
|
178
|
|
|
$
|
1,121
|
|
|
$
|
442
|
|
|
$
|
1,365
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
millions except percentages
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
||||||||||
General and administrative
|
|
$
|
260
|
|
|
(1
|
)%
|
|
$
|
262
|
|
|
$
|
532
|
|
|
—
|
%
|
|
$
|
531
|
|
Depreciation, depletion, and amortization
|
|
940
|
|
|
(8
|
)
|
|
1,027
|
|
|
1,962
|
|
|
—
|
|
|
1,957
|
|
||||
Other taxes
|
|
245
|
|
|
(25
|
)
|
|
326
|
|
|
525
|
|
|
(25
|
)
|
|
703
|
|
||||
Impairments
|
|
10
|
|
|
(91
|
)
|
|
112
|
|
|
39
|
|
|
(76
|
)
|
|
162
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Algeria exceptional profits tax settlement
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
(1,804
|
)
|
Deepwater Horizon settlement and related costs
|
|
4
|
|
|
3
|
|
|
7
|
|
|
11
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
millions except percentages
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
||||||||||
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current debt, long-term debt, and other
|
|
$
|
238
|
|
|
1
|
%
|
|
$
|
236
|
|
|
$
|
470
|
|
|
(3
|
)%
|
|
$
|
486
|
|
Capitalized interest
|
|
(66
|
)
|
|
(43
|
)
|
|
(46
|
)
|
|
(134
|
)
|
|
(22
|
)
|
|
(110
|
)
|
||||
Interest expense
|
|
$
|
172
|
|
|
(9
|
)
|
|
$
|
190
|
|
|
$
|
336
|
|
|
(11
|
)
|
|
$
|
376
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
(Gains) Losses on Derivatives, net
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
||||||||
Realized (gains) losses
|
|
|
|
|
|
|
|
|
||||||||
Natural gas
|
|
$
|
16
|
|
|
$
|
(224
|
)
|
|
$
|
(51
|
)
|
|
$
|
(394
|
)
|
Oil and condensate
|
|
(34
|
)
|
|
(36
|
)
|
|
(16
|
)
|
|
(3
|
)
|
||||
Natural gas liquids
|
|
(3
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(3
|
)
|
||||
Total realized (gains) losses
|
|
(21
|
)
|
|
(263
|
)
|
|
(72
|
)
|
|
(400
|
)
|
||||
Unrealized (gains) losses
|
|
|
|
|
|
|
|
|
||||||||
Natural gas
|
|
(258
|
)
|
|
288
|
|
|
11
|
|
|
202
|
|
||||
Oil and condensate
|
|
(110
|
)
|
|
(414
|
)
|
|
(50
|
)
|
|
(241
|
)
|
||||
Natural gas liquids
|
|
(5
|
)
|
|
(31
|
)
|
|
—
|
|
|
(29
|
)
|
||||
Total unrealized (gains) losses
|
|
(373
|
)
|
|
(157
|
)
|
|
(39
|
)
|
|
(68
|
)
|
||||
Total (gains) losses on commodity derivatives, net
|
|
(394
|
)
|
|
(420
|
)
|
|
(111
|
)
|
|
(468
|
)
|
||||
Interest-rate and other derivatives
|
|
|
|
|
|
|
|
|
||||||||
Realized (gains) losses
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Unrealized (gains) losses
|
|
(262
|
)
|
|
374
|
|
|
(354
|
)
|
|
138
|
|
||||
Total (gains) losses on interest-rate and other derivatives, net
|
|
(262
|
)
|
|
376
|
|
|
(354
|
)
|
|
140
|
|
||||
Total (gains) losses on derivatives, net
|
|
$
|
(656
|
)
|
|
$
|
(44
|
)
|
|
$
|
(465
|
)
|
|
$
|
(328
|
)
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
millions except percentages
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
||||||||||
Other (Income) Expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
$
|
(2
|
)
|
|
—
|
%
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
—
|
%
|
|
$
|
(4
|
)
|
Other
|
|
100
|
|
|
(119
|
)
|
|
(517
|
)
|
|
96
|
|
|
(138
|
)
|
|
(250
|
)
|
||||
Total other (income) expense, net
|
|
$
|
98
|
|
|
(119
|
)
|
|
$
|
(519
|
)
|
|
$
|
92
|
|
|
(136
|
)
|
|
$
|
(254
|
)
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions except percentages
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Income tax expense (benefit)
|
|
$
|
567
|
|
|
$
|
164
|
|
|
$
|
1,023
|
|
|
$
|
516
|
|
Effective tax rate
|
|
37
|
%
|
|
174
|
%
|
|
41
|
%
|
|
20
|
%
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
millions except percentages
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
|
2013
|
|
Inc/(Dec) vs. 2012
|
|
2012
|
||||||||||
Income (loss) before income taxes
|
|
$
|
1,526
|
|
|
NM
|
|
|
$
|
94
|
|
|
$
|
2,466
|
|
|
(6
|
)%
|
|
$
|
2,629
|
|
Exploration expense
|
|
178
|
|
|
(84
|
)%
|
|
1,121
|
|
|
442
|
|
|
(68
|
)
|
|
1,365
|
|
||||
DD&A
|
|
940
|
|
|
(8
|
)
|
|
1,027
|
|
|
1,962
|
|
|
—
|
|
|
1,957
|
|
||||
Impairments
|
|
10
|
|
|
(91
|
)
|
|
112
|
|
|
39
|
|
|
(76
|
)
|
|
162
|
|
||||
Interest expense
|
|
172
|
|
|
(9
|
)
|
|
190
|
|
|
336
|
|
|
(11
|
)
|
|
376
|
|
||||
Unrealized (gains) losses on derivatives, net
|
|
(641
|
)
|
|
NM
|
|
|
225
|
|
|
(395
|
)
|
|
NM
|
|
|
83
|
|
||||
Realized (gains) losses on interest-rate
and other derivatives, net
|
|
—
|
|
|
(100
|
)
|
|
2
|
|
|
—
|
|
|
(100
|
)
|
|
2
|
|
||||
Deepwater Horizon settlement and
related costs
|
|
4
|
|
|
33
|
|
|
3
|
|
|
7
|
|
|
(36
|
)
|
|
11
|
|
||||
Algeria exceptional profits tax settlement
|
|
—
|
|
|
NM
|
|
|
—
|
|
|
33
|
|
|
NM
|
|
|
(1,804
|
)
|
||||
Tronox-related contingent loss
|
|
—
|
|
|
100
|
|
|
(525
|
)
|
|
—
|
|
|
100
|
|
|
(250
|
)
|
||||
Certain other nonoperating items
|
|
85
|
|
|
NM
|
|
|
—
|
|
|
85
|
|
|
NM
|
|
|
—
|
|
||||
Less net income attributable to
noncontrolling interests
|
|
30
|
|
|
58
|
|
|
19
|
|
|
54
|
|
|
17
|
|
|
46
|
|
||||
Consolidated Adjusted EBITDAX
|
|
$
|
2,244
|
|
|
1
|
|
|
$
|
2,230
|
|
|
$
|
4,921
|
|
|
10
|
|
|
$
|
4,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDAX by reporting segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oil and gas exploration and production
|
|
$
|
2,269
|
|
|
11
|
%
|
|
$
|
2,038
|
|
|
$
|
4,795
|
|
|
15
|
%
|
|
$
|
4,168
|
|
Midstream
|
|
114
|
|
|
7
|
|
|
107
|
|
|
239
|
|
|
6
|
|
|
226
|
|
||||
Marketing
|
|
(44
|
)
|
|
(2
|
)
|
|
(43
|
)
|
|
(77
|
)
|
|
(26
|
)
|
|
(61
|
)
|
||||
Other and intersegment eliminations
|
|
(95
|
)
|
|
(174
|
)
|
|
128
|
|
|
(36
|
)
|
|
(124
|
)
|
|
152
|
|
|
|
Six Months Ended
June 30, |
||||||
millions
|
|
2013
|
|
2012
|
||||
Property acquisition—exploration
|
|
$
|
94
|
|
|
$
|
96
|
|
Exploration
|
|
729
|
|
|
809
|
|
||
Development
|
|
1,850
|
|
|
1,938
|
|
||
Capitalized interest
|
|
117
|
|
|
100
|
|
||
Total oil and gas capital expenditures
|
|
2,790
|
|
|
2,943
|
|
||
Gathering, processing, and marketing and other
(1)
|
|
823
|
|
|
656
|
|
||
Total capital expenditures
(2)
|
|
$
|
3,613
|
|
|
$
|
3,599
|
|
(1)
|
Includes WES capital expenditures of
$437 million
for the
six months ended June 30, 2013,
and $221 million for the
six months ended June 30, 2012
.
|
(2)
|
Capital expenditures in the table above are presented on an accrual basis. Additions to properties and equipment on the Company’s Consolidated Statements of Cash Flows only include capital expenditures funded with cash payments during the period.
|
Period
|
|
Total
number of
shares
purchased
(1)
|
|
Average
price paid
per share
|
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
|
|
Approximate dollar
value of shares that
may yet be
purchased under the
plans or programs
|
||||||
April 1-30
|
|
567
|
|
|
$
|
86.10
|
|
|
—
|
|
|
|
||
May 1-31
|
|
3,699
|
|
|
$
|
86.99
|
|
|
—
|
|
|
|
||
June 1-30
|
|
28,200
|
|
|
$
|
87.52
|
|
|
—
|
|
|
|
||
Second-Quarter 2013
|
|
32,466
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$
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87.43
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|
|
—
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$
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—
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(1)
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During the
second
quarter of
2013
, all purchased shares related to stock received by the Company for the payment of withholding taxes due on employee stock plan share issuances.
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ANADARKO PETROLEUM CORPORATION
(Registrant)
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July 29, 2013
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By:
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/s/ ROBERT G. GWIN
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Robert G. Gwin
Executive Vice President, Finance and Chief Financial Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Anadarko Petroleum Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ R. A. WALKER
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R. A. Walker
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Chairman, President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Anadarko Petroleum Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ ROBERT G. GWIN
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Robert G. Gwin
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Executive Vice President, Finance and Chief Financial Officer
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(1)
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the Quarterly Report on Form 10-Q of the Company for the period ending
June 30, 2013
, as filed with the Securities and Exchange Commission on the date hereof (Report), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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July 29, 2013
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/s/ R. A. WALKER
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R. A. Walker
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Chairman, President and Chief Executive Officer
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July 29, 2013
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/s/ ROBERT G. GWIN
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Robert G. Gwin
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Executive Vice President, Finance and Chief Financial Officer
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